When Spider-Man accepts Nick Fury's offer to be trained by SHIELD to become the Ultimate Spider-Man, he discovers that he will be joining forces with four other teenage Super Heroes: Nova, White Tiger, Power Man and Iron Fist.

Doctor Octopus' newest creation Venom, an unstable clone derived from a blood sample from Spider-Man, shows up at Harry Osborn's house party and attacks Spider-Man and the other trainees, jumping from host to host.

When Spider-Man meets his idol Iron Man, he receives a specialized gift: the Iron Spider suit. However, Spider-Man experiences difficulty learning how to use the suit and begins to neglect his teammates. Meanwhile, the heroes battle the Living Laser, who takes advantage of Spider-Man's lack of experience using the new suit.

Taskmaster goes undercover and infiltrates Peter's school to seek out Spider-Man. Spider-Man and White Tiger must put their differences aside and find a way to defeat an opponent who can mimic all of their physical abilities.

Spider-Man agrees to a video interview with budding news reporter Mary Jane Watson, who gets a more exclusive scoop than she could ever have anticipated when Spider-Man and The Incredible Hulk engage in an all-out battle against Zzzax throughout Manhattan.

While on a field trip, Spider-Man and his superhero friends encounter the mighty Thor, who is transformed into a frog by his mischievous half-brother Loki. Now, the heroes must venture to the magical world of Asgard in order to save the nine realms from Loki's wrath.

After Spider-Man and the X-Man Wolverine apprehend the mutant Mesmero, the vengeful super villain uses his mental powers to switch their personalities, creating a serious identity problem for the two so different heroes.

Spider-Man is confronted with the dilemma when Venom once again resurfaces. Caught between either trying to save Harry on his own or putting his trust in his teammates, who are under orders to finish Venom for good.

After a fight with Whirlwind, Spider-Man insists on a weekend off from Nick Fury and S.H.I.E.L.D.. Unfortunately, Doctor Octopus chooses this very time to attack Spider-Man when his job is threatened by Norman Osborn.

When New York is plunged into a mystical sleep, Iron Fist and Spider-Man (who is at first highly sceptical of magic) seek the help of Doctor Strange. In order to break the spell, the three heroes must face their own worst fears in the face of the spell's initiator, the extradimensional entity known as Nightmare.

After being late for training, Spider-Man is faced against an evil super army called Zodiac and their leader, Scorpio, who took over the S.H.I.E.L.D. Helicarrier and set it on self-destruct. Spider-Man and Fury must put their differences aside and fight the new menace as a team.

Spider-Man and his team are put on S.H.I.E.L.D. security detail to protect the all-too-critical-for-his-own-health J. Jonah Jameson from the Beetle, a prospect Spider-Man does not enjoy. Things do get personal when Spider-Man must also protect a highly determined Mary Jane, who is on her way to the Bugle for a job interview, from the high-tech villain.

When Phil Coulson wants the heroes to report to the S.H.I.E.L.D. ice base for winter survival training, Spider-Man and his team sneak off for a vacation on a deserted tropical island that Nova found on the S.H.I.E.L.D. database. However, they soon realize that there is an inhabitant on the island who sees them as his new playmates... and does not want them to leave again.

When Spider-Man and his fellow teenage super heroes cause too much damage in a fight with the Wrecking Crew, Nick Fury assigns them to work with the super clean-up company Damage Control. But while working with Damage Control, Spider-Man uncovers a villainous mystery.

Hulk smashes back into Spider-Man's life where he is sick with an alien infection caused by the Phalanx. Fearing that S.H.I.E.L.D. would want to lock the Hulk away rather than help him, Spider-Man sees no choice but to take Hulk home and keep him hidden from Aunt May while protecting him from the Phalanx and Fury.

Loki gets revenge on Spider-Man by turning him into a pig using an enchanted hot dog. Now, with the help of Thor and the entire S.H.I.E.L.D. force, "Peter Porker" must survive an Asgardian boar hunt across New York City.

Peter Parker is shocked to discover that Midtown High is putting on a Spider-Man musical starring Flash Thompson as Spider-Man. Things only get worse when Trapster mistakes Flash for the real Spider-Man.

To Peter's horror and jealousy, Aunt May and Coulson have become close and decide to go on a dinner date. Peter's intentions on crashing the party, however, are turned into a very literal crashing by the Beetle, who has an old grudge on Coulson.